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+%% LyX 2.0.1 created this file.  For more info, see http://www.lyx.org/.
+%% Do not edit unless you really know what you are doing.
+\documentclass[english]{article}
+\usepackage[T1]{fontenc}
+\usepackage[latin9]{inputenc}
+\usepackage{babel}
+\begin{document}
+
+\title{Software Freedom Conservancy Conflict of Interest Policy}
+
+\maketitle
+
+\section{Purpose}
+
+The purpose of this conflict of interest policy (``Policy'') is
+to protect the Software Freedom Conservancy (``Conservancy'') and
+its member Projects when Conservancy is contemplating entering into
+a transaction or arrangement that might benefit the private interest
+of a Director, Officer or Staff Member of Conservancy or a Representative
+of a Project Leadership Committee (``PLC''), or might result in
+a possible excess benefit transaction. This Policy is intended to
+supplement but not replace any applicable state and federal laws governing
+conflict of interest applicable to nonprofit and charitable organizations.
+
+
+\section{Conservancy Directors, Officers and Staff}
+
+Directors, Officers and Staff Members of Conservancy (``Conservancy
+Interested Persons'') each have a duty to protect Conservancy and
+its Member Projects from violating state and federal laws - and to
+avoid any appearance of impropriety. Conservancy Interested Persons
+serve the public interest and are to have a clear understanding of
+Conservancy's charitable mission. All decisions made by Conservancy
+Interested Persons are to be made solely on the basis of a desire
+to promote the best interests of Conservancy and the public good. 
+
+
+\subsection{Defining a Conflict of Interest for a Conservancy Interested Person}
+
+In general, Conservancy Interested Persons should avoid making decisions
+on matters where their personal interests are at odds with the Conservancy's
+interests. In particular, the following scenarios are to be identified
+as conflicts of interest:
+\begin{itemize}
+\item A Conservancy Interested Person (or a family member of same) is a
+party to a contract, or involved in a transaction with Conservancy
+for goods or services.
+\item A Conservancy Interested Person (or a family member of same) is a
+director, officer, agent, partner, associate, employee, trustee, personal
+representative, receiver, guardian, custodian, legal representative
+or in some other way has a fiduciary duty to an entity involved in
+a transaction with Conservancy. 
+\item A Conservancy Interested Person (or a family member of same) is engaged
+in some capacity or has a material financial interest in a business
+or enterprise that competes with Conservancy or a Conservancy Project. 
+\item A Conservancy Interested Person (or a family member of same) has a
+material financial interest in or fiduciary duty to an entity Conservancy
+has engaged in a free software license compliance effort, enforcement
+effort, or related litigation on behalf of a Conservancy project. 
+\item A Conservancy Interested Person (or a family member of same) has a
+material financial interest in or fiduciary duty to the competitor
+of an entity Conservancy has engaged in a free software license compliance
+effort, enforcement effort, or related litigation on behalf of a Conservancy
+project. 
+\end{itemize}
+Conservancy acknowledges that other situations may create the appearance
+of a conflict, or present a duality of interests. All such circumstances
+should be disclosed to the Board, as appropriate, and the Board shall
+make a decision as to what (if any) course of action Conservancy or
+relevant Conservancy Interested Persons should take so that Conservancy's
+best interests are not compromised by personal interests. 
+
+
+\subsection{General Policies for Conservancy Interested Persons}
+\begin{itemize}
+\item \textbf{No Personal Profit or Gain.} No Conservancy Interested Person
+(or family member of the same), shall derive any personal profit or
+gain, directly or indirectly, by reason of his or her participation
+with Conservancy. 
+\item \textbf{Disclosure and Abstention when Conflicted.} Each Conservancy
+Interested Person shall disclose to Conservancy's Board any conflict
+of interest which he or she may have in any matter pending before
+Conservancy and shall refrain from participation in any decision on
+such matter. 
+\item \textbf{Conservancy Conflict Disclosure Form.} Every six months, each
+Conservancy Interested Person shall complete a Conservancy Conflict
+Disclosure form {[}FIXME: if this is posted online, then we can have
+a link; if not, attach it as an Exhibit A{]} and submit it to the
+Board and to Conservancy's General Counsel. 
+\end{itemize}
+
+\subsection{Conflict Resolution Procedures for Conservancy Interested Persons}
+\begin{itemize}
+\item \textbf{Disclosure of Conflict When Present.} Prior to any Board or
+Board Committee action on a matter or transaction involving a conflict
+of interest, a Conservancy Interested Person having a conflict of
+interest and who is in attendance at the meeting shall disclose all
+facts material to the conflict. Such disclosure shall be reflected
+in the minutes of the meeting. If board members are aware that Staff
+or other volunteers have a conflict of interest, relevant facts should
+be disclosed by the board member or by the interested person him/herself
+if invited to the Board meeting as a guest for purposes of disclosure. 
+\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Interested
+Person who plans not to attend a meeting at which he or she has reason
+to believe that the Board or Board Committee will act on a matter
+in which he or she is conflicted shall disclose to the Chair of the
+meeting all facts material to the conflict of interest. The Chairperson
+shall report the disclosure at the meeting and the disclosure shall
+be reflected in the minutes of the meeting.
+\item \textbf{Participation in Discussions and Votes Regarding Conflicted
+Matter.} A conflicted Conservancy Interested Person shall not participate
+in or be permitted to hear the Board's or Board Committee's discussion
+of the matter where he or she has a conflict of interest, except to
+disclose material facts and to respond to questions. The conflicted
+Conservancy Interested Person shall not attempt to exert his or her
+personal influence with respect to the matter, either at or outside
+the meeting. 
+\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
+Conservancy Interested Person may not vote on the Board action with
+which he or she has a conflict of interest, and shall not be present
+in the meeting room (or on the conference call) when the vote is taken.
+His or her ineligibility to vote shall be reflected in the minutes
+of the meeting. 
+\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
+Conservancy Interested Person shall not be determining the presence
+of a quorum for purposes of a vote on the matter where he or she has
+a conflict of interest. 
+\item \textbf{Managing an Officer's Conflict of Interest. }If a Conservancy
+Interested Person is an Officer involved in a decision, matter or
+transaction in which he or she has a conflict of interest, he or she
+must immediately disclose all facts material to the conflict to the
+Chair of the Board (or the Chair's designee). The Board must then
+approve any future decisions, negotiations, and/or other actions taken
+by the Officer regarding the conflicted matter, and include the person's
+disclosure of the conflict and the Board's subsequent actions in the
+minutes of the next meeting. 
+\item \textbf{Managing a Staff Member's Conflict of Interest.} If a Conservancy
+Interested Person is a Staff Member who has been assigned duties that
+involve a decision, matter or transaction in which he or she has a
+conflict of interest, he or she must immediately disclose all facts
+material to the conflict to the Executive Director (or the Executive
+Director's designee). The Executive Director (or designee) must then
+approve any future decisions, negotiations, and/or other actions taken
+by the Staff Member regarding the conflicted matter, and file a written
+report acknowledging the potential conflict. 
+\item \textbf{Confidentiality of Conflict Disclosures.} Each Conservancy
+Interested Person shall exercise care not to disclose confidential
+information acquired in connection with disclosures of conflicts of
+interest or potential conflicts, which might be adverse to Conservancy's
+interests. 
+\end{itemize}
+
+\section{Project Leadership Committees}
+
+PLCs are comprised of volunteers, academics, and industry professionals
+that represent a Project's community and make decisions about a Project's
+technical direction (``Representatives''). Conservancy understands
+and expects that many Representatives exploit professional skills
+relating to their Project as individuals by providing developing,
+consulting, and/or training services. Nonetheless, each Representative
+has a duty to act in the best interests of his or her Project when
+making technical decisions about the Project.
+
+
+\subsection{Defining a Conflict of Interest for a Representative}
+
+In general, Representative should avoid making technical decisions
+on matters where their personal and/or professional interests are
+at odds with his or her Project's interests. In particular, the following
+scenarios are to be identified as conflicts of interest:
+\begin{itemize}
+\item A Representative (or a family member of same) is a party to a contract,
+or involved in a transaction with Conservancy for goods or services
+relating to his or her Project.
+\item A Representative (or a family member of same) is a director, officer,
+agent, partner, associate, employee, trustee, personal representative,
+receiver, guardian, custodian, legal representative, or in some way
+has a fiduciary duty to an entity involved in a transaction with Conservancy
+relating to his or her Project. 
+\item A Representative (or a family member of same) is engaged in some capacity
+or has a material financial interest in a business or enterprise that
+competes with his or her Project. 
+\item A Representative (or a family member of same) is the owner of copyrights
+that are the subject of a Conservancy-led compliance effort, enforcement
+effort, or related litigation - and the Representative (or family
+member of same) has a material financial interest in or fiduciary
+duty to an entity adverse to this effort. 
+\end{itemize}
+Conservancy acknowledges that other situations may create the appearance
+of a conflict, or present a duality of interests. All such circumstances
+should be disclosed to Conservancy's Executive Director and to the
+PLC, as appropriate, and the PLC shall make a decision as to what
+(if any) course of action the PLC or relevant Representatives should
+take so that the Project's best interests are not compromised by personal
+interests. 
+
+
+\subsection{General Policies for Representatives}
+\begin{itemize}
+\item \textbf{No Compensation for Representatives.} No Representative shall
+receive any salary or other substantial benefit from Conservancy as
+compensation for his or her duties as a Representative. 
+\item \textbf{Disclosure and Abstention when Conflicted.} Each Representative
+shall disclose to his or her PLC and to Conservancy's Executive Director
+any conflict of interest which he or she may have in any matter pending
+before the PLC and shall refrain from participation in any decision
+on such matter. 
+\item \textbf{Multiple Employees from the same Employer on a PLC. }Conservancy
+discourages the practice of having multiple employees of the same
+employer serve on the same PLC. This practice increases the impact
+of any prospective conflict of interest with the employer on the PLC,
+and PLCs will have to exercise greater care to avoid the influence
+of the employer's interests. If this situation is unavoidable, PLCs
+are encouraged to err on the side of caution in identifying all potential
+conflicts of interest relating to the employer. 
+\item \textbf{Conservancy is Final Arbiter.} Each Representative acknowledges
+that Conservancy is the final arbiter of any issue relating to potential
+conflict.
+\item \textbf{Project Conflict Disclosure Form. }Each Representative shall
+complete a Project Conflict Disclosure form {[}FIXME: if this is posted
+online, then we can have a link; if not, attach it as an Exhibit A{]}
+and submit it to the PLC and to Conservancy's Executive Director on
+an annual basis. 
+\end{itemize}
+
+\subsection{Conflict Resolution Procedures for Representatives}
+\begin{itemize}
+\item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or
+PLC sub-committee action on a matter or transaction involving a conflict
+of interest, a Representative having a conflict of interest and who
+is in attendance at the meeting shall disclose all facts material
+to the conflict. Such disclosure shall be reflected in the minutes
+of the meeting. 
+\item \textbf{Disclosure of Conflict When Absent. }A Representative who
+plans not to attend a meeting at which he or she has reason to believe
+that the PLC or PLC sub-committee will act on a matter in which he
+or she is conflicted shall disclose to the Chair of the meeting all
+facts material to the conflict of interest. The Chair shall report
+the disclosure at the meeting and the disclosure shall be reflected
+in the minutes of the meeting.
+\item \textbf{Participation in Discussions and Votes Regarding Conflicted
+Matter.} A conflicted Representative shall not participate in or be
+permitted to hear the PLC's or PLC sub-committee's discussion of the
+matter where he or she has a conflict of interest, except to disclose
+material facts and to respond to questions. The conflicted Representative
+shall not attempt to exert his or her personal influence with respect
+to the matter, either at or outside the meeting. 
+\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
+Representative may not vote on the Board action with which he or she
+has a conflict of interest, and shall not be present in the meeting
+room (or on the conference call) when the vote is taken. His or her
+ineligibility to vote shall be reflected in the minutes of the meeting. 
+\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
+Representative shall not be determining the presence of a quorum for
+purposes of a vote on the matter where he or she has a conflict of
+interest. 
+\end{itemize}
+
+\subsection{Procedures for Conservancy Retaining Representative's Services}
+
+Notwithstanding the above, Conservancy acknowledges that many Representatives
+are software developers who can provide professional services useful
+to advance computing and contribute to Conservancy's mission. In many
+instances, a Representative will have the strongest mix of credentials,
+experience, and available bandwidth to fulfill a software development
+contract desired by Conservancy and/or a Project. To address those
+instances, Conservancy requests Projects to follow the following procedures.
+\begin{itemize}
+\item \textbf{Drafting the Software Development Proposal.} PLCs must draft
+a written proposal for every software development project their Project
+wishes to fund. During the drafting process, if a Representative (or
+family member of same), a Representative's employer and/or a fellow
+employee of Representative's employer wish to be considered a candidate
+to fulfill the funded software development contract, that Representative
+has a conflict of interest and must recuse herself or himself from
+the proposal drafting process, and abstain from any vote to approve
+that proposal. All other procedures as outlined in Section 3.3 shall
+still apply. The PLC must document the Representative's abstention
+from the proposal drafting process in the minutes of the next PLC
+meeting. 
+\item \textbf{Selecting a Representative to Fulfill a Contract. }Once a
+PLC has drafted and approved a development proposal, the PLC is free
+to consider qualified candidates to fulfill the funded contract. If
+the PLC wishes to recommend that Conservancy contract with a Representative
+to carry out the work, the following criteria must be met:
+
+\begin{itemize}
+\item \textbf{Suggested Compensation.} The PLC must provide Conservancy's
+Executive Director (or designee) with a suggested compensation (converted
+into an hourly wage) for the software developer to be retained to
+fulfill the funded contract.
+\item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated
+PLC member) must provide Conservancy's Executive Director (or designee)
+with a written assessment as to why the Representative is uniquely
+qualified to fulfill the funded contract.
+\item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs
+acknowledge that Conservancy retains the right to ask for bids from
+software developers in addition to Representative to fulfill a given
+contract. Should that instance arise, Conservancy's Executive Director
+(or designee) will consult with the PLC to select the candidate best
+suited to fulfill the contract within the budget allotted.
+\end{itemize}
+\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute
+Contracts. }PLCs acknowledge that Conservancy holds sole authority
+to negotiate and execute contracts on behalf of Member Projects. In
+turn, Conservancy pledges to negotiate all contracts zealously, putting
+the best interests of the affected Member Project first. To avoid
+any conflicts, PLCs must not engage in any pre-negotiation with prospective
+contractors - including Representatives - beyond collecting the terms
+of the developer(s)' bid. 
+\end{itemize}
+
+\section{Project Community Members: Participating Corporations and Volunteers}
+
+The work accomplished by Conservancy and its Member Projects would
+not be possible without the generous donation of time, funds, and
+support Project Community Members - including participating corporations,
+sponsors, and volunteers alike. Community members are not traditionally
+considered to be ``interested persons,'' all decision-making authority
+rests with the PLCs and/or Conservancy. 
+\begin{itemize}
+\item \textbf{Community Members Cannot Direct Funds.} Community Members
+are free to offer suggestions and engage in open dialogue with PLC,
+key developers regarding a Project's technical direction. However,
+each PLC and Conservancy must together maintain sole and final control
+over that Project's technical direction and charitable mission. Community
+Members who make financial donations do not receive any additional
+control over a Project's technical direction beyond what is available
+to other vocal, active, and contributing community members. \end{itemize}
+
+\end{document}
